Authorized manager validly replaced deceased partnership representative

Plain-English summary

Chief Counsel reviewed whether a manager could use Form 8979 to revoke and replace a partnership representative even though the manager had not been a partner during the reviewed tax year. The Form 8979 instructions allow a person authorized by the partnership to make the revocation and new designation. The partnership's amended operating agreement appointed the signer as a manager and gave the manager relevant authority, while replacing the former representative was necessary because that person had died. The designation therefore became effective when the IRS received the form. Forms 872-M extending the assessment period and Forms 2848 granting powers of attorney were also valid because the properly designated representative signed them.

Ruling snapshot

• Question: Were the partnership representative replacement, limitations extensions, and powers of attorney valid when signed by an authorized manager who was not a partner in the reviewed year?
• Outcome: Advice given, all forms were valid
• Key authorities: IRC § 6223; Treas. Reg. § 301.6223-1(e)(3), (4); Form 8979 instructions

Full text (IRS public release)

ID: CCA_2025031917233400 [Third Party Communication:

UILC: 6223.00-00 Date of Communication: Month DD, YYYY]

Number: 202547015
Release Date: 11/21/2025
From: -----------------
Sent: Monday, March 19, 2025 5:23:58 PM
To: ------------------
Cc:
Bcc:
Subject: RE: Seeking advice regarding: BBA Question regarding "Authorized Person" with regard to Form 8979, Partnership Representative Revocation, Designation, and Resignation

1. Whether the Form 8979 for --------was valid.

Yes. Treas. Reg. § 301.6223-1(e)(4) provides that a revocation of a PR “must be signed by a person who was a partner at any time during the partnership taxable year to which the revocation relates or as provided in forms, instructions, and other guidance prescribed by the IRS.” ----------------signed the Form 8979 revoking ------------------as PR and designating himself as the new PR. --------was not a partner during the --------taxable year at issue. However, the instructions to Form 8979 state that the person signing declares under the penalty of perjury that they are authorized by the partnership to revoke the designation of the current PR and to make a successive designation of a new PR. Therefore, if ----------------was authorized by ------------to make the revocation and designation at the time of signing the Form 8979, the revocation and designation were valid.

------------amended its Operating Agreement on ------------------------, to appoint ----------------- as a manager of the company. ----------------of the agreement provides that --------------------
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---------------------------------------The agreement specifically authorizes the manager to --------
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----------------signed the Form 8979 on -------------------------. Revoking ------------------as PR and designating a new PR was necessary for ------------since the former PR was deceased. Therefore, the revocation was valid, and under Treas. Reg. § 301.6223-1(e)(3) the revocation was “effective upon the IRS's receipt” of the notification on ---------------------
-------.

2. Whether the Forms 872-M for --------are valid (because they are signed by -----
   -------------------as PR).

2

Yes. The period of limitations for ----------------------tax year ran through --------------------. The Form 872-M extending the period of limitations to ---------------------------, was signed by ---------------, the valid PR, on ----------------------. A second Form 872-M extending the period of limitations to ---------------------------, was signed by ---------------, the valid PR, on --
----------------------------. Both these Forms are valid.

3. Whether the Forms 2848 for --------are valid (because they are signed by -------
   ------------------- as PR).

Yes. A Form 2848 signed by ----------------as PR was received on -------------------------. Subsequent Forms 2848 were also signed by ----------------as PR. As discussed above, ----
----------------was designated as PR effective -------------------------. Therefore, the Forms 2848 are valid.

Let me know if you have any questions or would like to discuss.

Best,
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